Why
Incorporate in Wyoming?
Wyoming has many of the advantages offered by
both Delaware and Nevada and is becoming a very popular state in which
to incorporate.
As Registered Agents for over 33 years in
Delaware and Florida, Global has recognized Wyoming's popularity. We have recently established an
office in Cheyenne, Wyoming and are officially listed as registered
agents in the state. We are located in the historic First National Bank Building, built in 1882 in downtown Cheyenne.
Before making your final decision as to which
state to form your corporation or
LLC you should read the information
provided here and then discuss it with your attorney or tax
accountant.
Since Global does not offer legal or tax
advice we can provide you with a free consultation with our certified
tax accountant before you make your final decision.
What does Wyoming have to
offer?
Wyoming was the first state to recognize and
establish the first LLC statutes in the United States in 1977. In the
year 2010 the statutes were changed and updated to stay current with the times.
Since Wyoming has had limited liability companies available longer than any other state and has
very strong laws protecting members and managers for an LLC, we feel it
might be a worthwhile option when selecting a state of choice for establishing
or moving your LLC.
To learn more about the differences between a
corporation and an LLC click
here.
What is an LLC?
Limited Liability Companies (LLC)
An LLC offers the same personal liability protection as a corporation, but with fewer of the corporate formalities.
LLC's typically are not
- Required to hold formal meetings or keep detailed corporate minutes
- Offer great tax flexibility
- Income/loss passed directly to members
- Can option to be taxed as either a traditional corporation “C” or “S” or as a "pass-through" entity and file a partnership return if they have two or more
members
- Personal liability protection for owners
- No membership restrictions
What is a Close LLC?
Wyoming offers the option to form an entity
named a CLOSE LLC. Neither Delaware nor Nevada offer this option.
- The main difference between a regular LLC and a Close LLC is the restriction on the selling of a member's shares. A member must offer to sell his/her shares to the other member(s) of the LLC before they can be sold to anyone else.
- All members must approve
the sale of shares. This works well in a closely held family company, where the parents want to make sure that the children can not sell part of the company to outsiders.
- A Close LLC is not required to hold annual meetings, unless requested by a member.
- The Close LLC Supplement, articles of organization, and operating agreement of a close limited liability company may also restrict transfer of ownership interests, withdrawal or resignation from the company, return of capital contributions, and dissolution of the company.
A Wyoming corporation and/or LLC offers its officers and directors the highest degree of protection from lawsuits filed by
unhappy creditors or over fervent plaintiff attorneys. Doing business as a Wyoming Corporation can give you
both asset protection and business privacy. However , it should be
noted that the Delaware Court of Chancery is the oldest business court in the country and uses judges instead of
juries and most large fortune 500 companies prefer to establish their
company in Delaware.
What exactly is the definition
of a "disregarded entity? 
What is a 'C' Corporation?
The general corporation is the most common corporate structure. This type
of corporation is a separate legal entity that is owned by stockholders. A
general corporation may have an unlimited number of stockholders that, due
to the separate legal nature of the corporation, are protected from the
creditors of the business. A stockholder's personal liability is usually
limited to the amount of investment in the corporation and no more.It may own assets, sue or be sued, transfer its ownership easily, borrow money, mortgage its assets, and file bankruptcy. A board of directors and corporate officers remove day-to-day management from the hands of the owners (shareholders). Shareholders elect the board at shareholder meetings.
What is a Wyoming Close
Corporation?
"A Wyoming Business Advantage"
The Close Corporation was created by an act of the Wyoming legislature especially for small corporations which have a small number of stock holders, usually having ties to one another through family relationships or friends and business partners.
- Close corporations are special cases of regular business corporations electing to operate in a more informal manner likened to partnerships.
- Regular business corporations must conduct shareholder and director meetings, elect a board of directors, and provide shareholders with written proposals for any major corporate action to be voted on in the annual meetings.
- Family corporations usually do not hold annual meetings because the family regularly makes decisions around the breakfast table or wherever.
- A board of directors also is not required, so there is much less paperwork required for ongoing operations.
- The Wyoming Close Corporation Law allows small corporations to forego many traditional corporate formalities.
- Note: If you choose not have a board of directors, you must inform us of this at the time of your order, so we can place that into the Articles of
Incorporation.
General Characteristics
What is a Sub-Chapter "S" Corporation ?
With a sub-chapter "S" corporation you can deduct the profits and losses from your corporation on your personal tax return. You will no longer be considered a "C" Corporation. Prior to March 15 you
must file an IRS Form 1120-S. To qualify as a "S" corporation, you
must be a US citizen or qualified resident filing a personal tax
return with the IRS.
You MUST elect to be a sub-chapter "S" corporation by filing the IRS Form
2553 after receiving your corporate documents. All corporations,
in any state are filed as "C" corporations; so the "S" corporation has nothing to do with the state where you
incorporate. It refers to the way you pay your income tax.
To be qualified as a "S" corporation you must be
approved by the IRS. Upon approval by the IRS for this status, you can pass early losses through to the shareholders giving you and your investor a tax write-off against ordinary income, up to the actual amount of money they have invested in the company. Once the corporation turns a profit, the Sub-Chapter "S" status eliminates taxation for the company entirely. The tax liability is passed on to the stockholders.